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Home My WebLink About2004 Purchasing - Orange Co Bd of Education interlocal agreement OCS Middle School #3/West Ten Soccer Complex AGREEMENT THIS AGREEMENT is dated as of November 1, 2004, and is entered into by and between ORANGE COUNTY, NORTH CAROLINA (the "County") and THE ORANGE COUNTY BOARD OF EDUCATION (the "School Board"). WITNESSETH: The County and the School Board have agreed upon a plan for the construction of certain sitework/improvements to the School Board middle school #3 and certain sitework/ improvements to the County West Ten soccer complex (the "Project"), as more particularly described on Exhibit A. As part of the plan, the County desires to designate the School Board as its agent to carry out the Project, and the School Board is willing to accept such an appointment pursuant to the terms of this Agreement. Also as part of the plan, the County and the School Board have agreed to share access drives, parking areas, water and sewer system easements and water and sewer system facilities as are described in this Agreement and as will be described in the future. NOW, THEREFORE, for and in consideration of the mutual promises herein contained and for other valuable consideration, the parties agree as follows: ACCESS AND UTILITY EASEMENTS. The County and the School Board agree that the middle school and the soccer complex will share access drives, parking areas and, to the extent necessary, practical and convenient, water system, sewer system and other utility easements and facilities. The County and the School Board, by this Agreement, agree to grant to each other non exclusive easements appurtenant in the land of the other as described on Exhibits B and C, which easements will run with the land of the Grantee, for the purpose of locating access drives-and parking areas. The County and the School Board further agree that they will grant to each other such sewer system, water system and other utility easements that are practical and convenient, once surveys of those particular easements are approved by the County and the School Board. THE PROJECT. 1. APPOINTMENT; ACCEPTANCE. The County appoints the School Board as its agent to carry out the Project as more specifically defined on Exhibit A incorporated by reference herein. The School Board, as the County's agent, assumes all the County's rights, duties and responsibilities regarding such matters, except as limited in this Agreement. The School Board will appoint no further agent to assume such rights or carry out such duties and responsibilities without the prior written consent A ' of the County. The cost of the Project will be split between County appropriations from the West Ten Soccer Complex Project Ordinance and the School Board middle school #3 Project Ordinance as prescribed on Exhibit A. 2. CONTRACTS. The School Board, with the County's approval, may enter into any purchase order or contract with respect to the Project in the School Board's name. All applicable State and local laws and regulations, including but not limited to the applicable provisions of Art. 8, Chapter 143 ("Public Contracts") of the North Carolina General Statutes, shall be performed on behalf of the School Board and the County, including minority participation documentation and reporting with respect to the Project contracts. 2.1 Contractors' Performance and Payment Bonds. The School Board will provide for each contractor entering into a Construction Contract to furnish a performance bond and a separate labor and material payment bond as required by Article 3, Chapter 44A of the North Carolina General Statutes. The School Board will provide copies of such bonds to the County. Each such bond will include the County as a dual obligee. Upon any material default by a contractor under any Construction Contract, or upon any material breach of warranty with respect to any materials, workmanship or performance, the School Board will promptly proceed, either separately or in conjunction with the County, to pursue diligently its remedies against such contractor or against the surety of any bond securing the performance of such Construction Contract. 2.2 Contractors' General Public Liability and Property Damage Insurance. The School Board will provide for each contractor entering into a Construction Contract to procure and maintain standard form (a) comprehensive general public liability and property damage insurance, at such contractor's own cost and expense, during the duration of such contractor's Construction Contract, in the amount of at least $1,000,000, and (b) comprehensive automobile liability insurance on owned, hired and nonowned vehicles for not less than $ I,000,000. Such policies will include the County and the School Board as additional named insureds or loss payees. The School Board will provide to the County a certificate of insurance in a form acceptable to the County, with respect to each contractor and subcontractor. Such insurance will provide protection from all claims for bodily injury, including death, property damage and contractual liability, products/completed operations, broad form property damage and XCU (explosive, collapse and underground damage), where applicable. 2.3 Contractors' Builder's Risk Completed Value Insurance. The School Board will provide for each contractor entering into a Construction Contract to purchase and maintain property insurance (builder's risk) upon all construction, acquisition, installation and equipping of the Project improvements (excluding contractor's tools and equipment) at the Project sites at the full insurable value thereof. This insurance will include the County as an additional insured or loss payee, and will insure against "all risk" subject to standard policy conditions and exclusions. The construction contractor will purchase and maintain similar property insurance for portions of the work stored off the Project sites or in transit when such portions of the work are 2 to be included in an application for payment. The construction contractor will be responsible for the payment of any deductible amounts associated with this insurance. 2.4 Contractors' Workers' Compensation Insurance. The School Board will provide for each contractor entering into a Construction Contract to procure and maintain workers' compensation insurance during the term of such Construction Contract, covering the contractor's employees working thereunder. A certificate of insurance evidencing such coverage, in form acceptable to the County, will be provided to the County with respect to each contractor entering into a Construction Contract. Each Construction Contract must also provide that each subcontractor of any contractor who is a party to such Construction Contract shall be required to furnish similar workers' compensation insurance and certification thereof. 2.5 Cooperation. The County and the School Board will cooperate fully with each other in filing any claim or proof of loss with respect to any bond or insurance policy described in this Contract. In no event will the County or the School Board voluntarily settle, or consent to the settlement of, any proceeding arising out of any claim with respect to the Project without the other's written consent. 3. RIGHTS AND RESPONSIBILITIES FOR THE PROJECT. The School Board, as the County's agent, will be responsible for carrying out the Project and will have all rights to supervise the Project. In particular, but without limitation, the School Board will have the right to approve changes to the Plans and Specifications and the Construction Contracts upon first having obtained the advise of the County Manager, except that the School Board may not, without the written consent of the Board of Commissioners of the County, approve any changes which increase total estimated Project costs above the amounts previously identified and designated therefor. When the construction of the Project improvements has been substantially completed to the School Board's and the County's satisfaction, and after receiving certification of substantial completion from the Project architects and engineers the County will promptly deliver to the School Board or its designee final payment therefor. The School Board will be required to monitor the maintenance of contractors' bonds and insurance coverages described in Sections 2.1 through 2.4 of this Agreement. The County and its representatives and agents will have the right to enter upon the Project sites and inspect the Project improvements from time to time during construction and after the completion of construction, and the School Board will cause any vendor, contractor or subcontractor to cooperate with the County and its representatives and agents during such inspections. No right of inspection or approval granted in this Section will be deemed to impose upon the County any duty or obligation whatsoever to undertake any inspection or to make any approval. No inspection made or approval given by the County will be deemed to impose upon the County any duty or obligation whatsoever to identify or correct any defects in the Project improvements or to notify any person with respect thereto, and no liability will be imposed upon the County, and the County makes no warranties (either express or implied) as to the quality or fitness of any improvement, any such inspection and approval being made solely for the County's benefit. 3 4. SCHOOL BOARD'S AND COUNTY'S RIGHT TO ENFORCE CONTRACTS. For so long as the School Board is not in default of any of the provisions of this Agreement, the School Board has the right to enforce in its own name or in the County's name purchase orders or contracts entered in the County's name or the School Board's name for the Project; provided, however, that if the School Board is in default of any provision of this Agreement for a period of thirty days after being notified by the County of such default without cure, the County has the right to terminate this Agreement with respect to the Project and assume all the School Board's responsibilities for the Project. In the event of such a termination of this Agreement with respect to the Project, the School Board will assign to the County any and all right, title and interest to any and all contracts relating to the Project, including but not limited to any architect agreement(s), any and all engineering agreements, any and all construction agreements, and any and all plans, specifications and other drawings or documents prepared or to be prepared for the Project. The School Board agrees to reimburse the County for any and all costs, expenses, and damages incurred by the County in the assumption of the rights and responsibilities of the School Board due to such event of default without cure, and to the extent permitted by law, to indemnify and hold the County harmless for any and all claims for damages by others related to such event of default without cure. The request(s) for proposals and/or request(s) for bids for the Project improvements shall identify the County's interest in the Project and shall require that all warranties associated with the Project improvements, express or implied, will be enforceable by the County, the School Board or both, without regard to whether the construction contracts are between the construction contractor and the County, the construction contractor and the School Board or the construction contractor and the County and the School Board. 5. PROJECT FUND DISBURSEMENTS. Amounts will be disbursed by the County to the School Board for Project costs only upon the County's receipt of a requisition, signed by a School Board representative with authority to do so, in the form prescribed by the County which makes certain representations, designates the payee and provides evidence that payment is due (such as an architect's payment certification). The County has the right to obtain such additional evidence as it deems appropriate to determine the accuracy of the representations set forth in the form of requisition and the propriety of payment. The School Board will provide the County with such information in the School Board's possession as the County may request. 6. APPLICATION OF CASUALTY INSURANCE PROCEEDS. Notwithstanding any provision of this Agreement, the County retains the sole power to control and direct the application and distribution of proceeds of casualty insurance applicable to the Project improvements. 4 7. RESERVATION OF RIGHTS. This Agreement is not to be construed in any way as delegating or limiting the County's rights hereunder, except as expressly provided. 8. CONSIDERATION. The County and the School Board are undertaking their mutual obligations under this Agreement in partial consideration for, and in partial fulfillment of, their agreement to carry out the Project. [The remainder of this page has been left blank intentionally.] 5 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their corporate names by their duly authorized officers, all as of the date first above written. ORANGE COUNTY, NORTH CAROLINA ATTEST: By. ~ - - Barry Jacobs Chair, Orange Cou ommissioners Donna S. Baker Clerk, Board of Commissioners ORANGE COUNTY BOARD OF EDUCATION ATTEST: ~-}, 1 e ~`~"~ Libbie M. Hough Chair, Orange County Board of Education Dr. Shirl y Carraway Superintendent and Secretary, Board of Education This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. Kenneth T. Chavious Finance Officer Orange County, North Carolina This instrument has been preaudited in the manner required by the School. Budget and Fiscal Control Act. ,. ~~e~ -- `. Finance Officer, The Orange County Board of Education 6 NORTH CAROLINA ORANGE COUNTY I, ~° / /' .~~~%N~-t" , a Notary Public of the County and State aforesaid, certify that Do S. Baker personally came before me this day and acknowledged that she is Clerk to the Board of Commissioners for Orange County, North Carolina and that by authority duly given and as the act of said County, the foregoing instrument was signed in its name by the Chair of said Board of Commissioners and attested by her as Clerk to said Board of Commissioners. Witness my hand and official stamp or seal, this the ~~ day of ~~n~20o~ -~%~" Notary Public My commission expires: NORTH CAROLINA ORANGE COUNTY I, _ r A~,t.CI.A. Y11 • ~e~~_~yrtOvn~ , a Notary Public of the County and State aforesaid, certify that Dr. Shirley Carraway personally came before me this day and acknowledged that she is Superintendent and Secretary for the Orange County Board of Education and that by authority duly given and as the act of said Orange County Board of Education, the foregoing instrument was signed in its name by the Chair of said Orange County Board of Education and attested by her as Superintendent and Secretary to said Orange County Board of Education. Witness my hand and official stamp or seal, this the lq ~+ day of Nay,, 20 ~+{-. ~q~GUI, Gl0. y1'1 ~ ~ Notary Public My commission expires: $~ t7'7 7 Exhibit A THE PROJECT Orange County Board of Education Middle School #3 & Ora nge Count y West Te n Soccer Complex Sitework/Improvements; Contract Costs; Contr act Cost Division between Orange County ~ ("Soccer Complex") and Orange County B I oard of Education ("School Site") school Sooaer Item Qty UfP Site Qty UIP Cornptex Extension f~ioo. and Genera! Conditia~s ' 1.00 50,1 10.00 50,110.80 1.00 34,600.00 34,600.00 84,710.00 Clear and Gnub i 16.OD 4,600.00 73,600.OD 19.00 4,600.00 87,400.00 181,000,00 Tree prof fence 5,600.00 2.10 11,78D.OD 4,100.00 2.10 8,61 D.00 20,370.00 i ~ Erosion Control • • Const entrance 1.00 5,450.00 5,450.00 1.00 9,400.00 3,400.00 8,850.00 Si11 fence 1,800.00 2.50 9,500.00 1,900.00 2.b0 4.750.00 14,250.00 Temp div ditch 3,000.00 2,00 6,OOD.QO 1,800.00 2.OD 3,600.00 9,800.00 Basins 3.00 18,400.00 55,200.OD 1.00 20,650.00 20,850.00 75,850.00 Mainlenanoe 1.00 6,500.00 6,500.00 1.00 4,600.00 4,600.00 11,100.00 Grading • Striptopsoii ?.3,700.00 1.50 35,550.00 15.400,00 1.50 23,(00.00 58,650.00 CUtlft{I 87,500.00 . 2.00 175,000.00 _rit3,400.00 2.00 112,800.00 287,800.00 Respread lapsoil I 15,500.00 1.90 29,450.00 10,300.00 1.90 19,570.00 49,020.00 . Seed 28.00 9D0.00 25,200,00 18.00 900.00 16,200.00 A1,40D.00 A{tovrances i~iao3 i~wn ~ 5t;^v.'~D 12.OD ~ v,^vu^D.v^v u,w~.vD Trench i:ack .• 5t).DO 35.00 i,7~.00 1,7;O.OD 1Jndarcutirepiace 1,t)OO.bO ff.00 d,0ii0.c~0 g,OUC~.i}u i Subtotal -School 491,320.00 ~ Subtota{ - Succer 347,030.00 f • ~, Conttac! Total 838,350.00 . I • ; ~. aD t' Exhibit B Access Easement Orange County to Orange County Board of Education DEED OF EASEMENT Prepared by: D. Michael Parker Return to: D. Michael Parker P.O. Box 100 Hillsborough, NC 27278 THIS DEED OF EASEMENT, made and entered into this the day of 2004 by and between ORANGE COUNTY, NORTH CAROLINA, a body politic, organized and existing pursuant to the laws of the state of North Carolina, Party of the First Part, (hereinafter referred to as "Grantor"), and the ORANGE COUNTY BOARD OF EDUCATION, 200 East King Street, Hillsborough, NC 27278, a body politic, organized and existing pursuant to the laws of the state of North Carolina, Party of the Second Part, (hereinafter referred to as "Grantee); W I T N E S S E T H: WHEREAS, the Grantor is the owner of a certain tract or parcel of land located in Cheeks Township, Orange County, North Carolina, which parcel of land, identified on the Orange County Land Records as PIN #9844-15-7438 and on the Orange County Tax Records as Map 3.44..3A, which parcel is more particularly described as being Tract B on the plat recorded in Plat Book , page of the Orange County Registry, to which plat reference is hereby made for a more particular description of the same; AND, WHEREAS, the Grantee is the owner of a certain contiguous tract or parcel of land located in Cheeks Township, Orange County, North Carolina, which parcel of land, identified on the Orange County Land Records as PIN # and on the Orange County Tax Records as Map 3.44.. which parcel is more particularly described as being Tract A on the plat recorded in Plat Book page of the Orange County Registry, to which plat reference is hereby made for a more particular description of the same; AND, WHEREAS, the Grantor is constructing a soccer complex and related amenities on the parcel owned by the Grantor; AND, WHEREAS, the Grantee is constructing a public school building to serve as middle school and related amenities on the parcel owned by the Grantee; AND, WHEREAS, certain of the amenities to the public school being constructed by the Grantee can be used for access to the public school and related amenities on the parcel owned by the Grantor; AND, WHEREAS, it would serve the public interest and the mutual interest of both the Grantor and the Grantee for the Grantee to use the access road to be constructed on the property of the Grantor for access to the public school and related amenities on the property of the Grantee pursuant to a Joint Use Agreement as the parties may adopt and amend from time to time; AND, WHEREAS, the Grantor has consented to grant to the Grantee an easement for access over and across the lands described hereinafter; NOW, THEREFORE, the. Grantor does hereby grant, bargain, sell and convey unto the Grantee a perpetual, non-exclusive appurtenant easement for ingress, egress and regress over and across that area shown as "Easement Area A" on the Plat recorded in Plat Book Page of the Orange County Registry, to which plat reference is hereby made for a more particular description of the said "Easement Area A" which easement shall be for the purposes of ingress, egress and regress to the public school and related amenities to be operated on the parcel owned by the Grantee. PROVIDED, HOWEVER, the easement granted herein shall be and remain subject to a Joint Use Agreement governing the times of the use of the easement described herein by and between the Grantor and the Grantee as the said Joint Use Agreement may be amended from time to time. TO HAVE AND TO HOLD, said right and easement to the said Grantee, its successors and assigns in title forever, it being agreed the easement hereby granted is appurtenant to and runs with the lands owned by the Grantee as herein above described. IN WITNESS WHEREOF, Orange County has caused this instrument to be executed the day and year first above written. ORANGE COUNTY, NORTH CAROLINA ®tyrge ~op-0~ A By: ~ BARRY JAC S, tt ORANGE UNT O OF '2 COUNTY OMMI ~ ~~~~6 ~ato~~~4 ATTEST: DONNA S. BAKER, CLERK TO THE BOARD OF COMMISSIONERS ***************************************************************** STATE OF NORTH CAROLINA COUNTY OF i~rnvlaG I ~ yb-Vio~ ~'{t~A~ Notary Public of the County and State aforesaid, certify that Donna S. Baker personally came before me this day and acknowledged that she is Clerk to the Board of Commissioners for Orange County, North Carolina, and that by authority duly given and as the act of said County, the foregoing instrument was signed in its name by the Chair of the said Board of Commissioners and attested by her as Clerk to said Board of Commissioners. Witness my hand and notarial seal, this the $~'- day of T~ ec.~ernber , a o 04 . ~~ NOTARY PUBLIC My commission expires : ~y,Ae,,, ~ Z,po9 OFFICIAL SEAL N0~' Publlc, North Cardine ORANGE COUNTY DAVID HUNT MY Comrr~is6ion Expires agent\oc.eas Exhibit C Access Easements Orange County Board of Education to Orange County DEED OF EASEMENT Prepared by: D. Michael Parker Return to: Geoffrey E. Gledhill P.O. Box 1579 Hillsborough, NC 27278 THIS DEED OF EASEMENT, made and entered into this the day of 2004 by and between the ORANGE COUNTY BOARD OF EDUCATION, a body politic, organized and existing pursuant to the laws of the state of North Carolina, Party of the First r~, ~ e~~fter referred to as "Grantor"), and ORANGE COUNTY,^ ox 8 ~, ~ ~ ~ ~~~'"i Hillsborough, NC 27278, a body politic, organized and existing pursuant to the laws of the state of North Carolina, Party of the Second Part, (hereinafter referred to as "Grantee); _ W I T N E S S E T H: WHEREAS, the Grantor is the owner of a certain tract or parcel of land located in Cheeks Township, Orange County, North Carolina, which parcel of land, .identified on the Orange County Land Records as PIN # and on the Orange County Tax Records as Map 3.44.. which parcel is more particularly described as being Tract A on the plat recorded in Plat Book , page of the Orange County Registry, to which plat reference is hereby made for a more particular description of the same; AND, WHEREAS, the Grantee is the owner of a certain contiguous tract or parcel of land located in Cheeks Township, Orange County, North Carolina, which parcel of land, identified on the Orange County Land Records as PIN ##9844-15-7438 and on the Orange County Tax Records as Map 3.44..3A, which parcel is more particularly described as being Tract B on the plat recorded in Plat Book page of the Orange County Registry, to which plat reference is hereby made for a more particular description of the same; AND, WHEREAS, the Grantor is constructing a public school building to serve as middle school and related amenities on the parcel owned by the Grantor; AND, WHEREAS, the Grantee is constructing a soccer complex and related amenities on the parcel owned by the Grantee; AND, WHEREAS, certain of the amenities to the public school being constructed by the Grantor can be used for access and parking for the soccer complex and related amenities on the parcel owned by the Grantee; AND, WHEREAS, it would serve the public interest and the mutual interest of both the Grantor and the Grantee to share those access and parking amenities pursuant to a Joint Use Agreement as the parties may adopt and amend from time to time; AND, WHEREAS, the Grantor has consented to grant to the Grantee easements for access and parking purposes set forth herein over and across the lands described hereinafter; NOW, THEREFORE, the Grantor does hereby grant, bargain, sell and convey unto the Grantee perpetual, non-exclusive appurtenant easements for the purposes hereinafter set forth over and across those certain areas -more particularly described as follows: EASEMENT AREA B: A Parking Easement over and across that area shown as "Easement Area B" on the Plat recorded in Plat Book Page of the Orange County Registry, to which plat reference is hereby made for a more particular description of the said "Easement Area B," said easement being for the purposes of parking while participating in activities on the soccer complex and related amenities to be operated on the parcel owned by the Grantee. EASEMENT AREA C: An Access and Parking Easement over and across that area shown as "Easement Area C" on the Plat recorded in Plat Book Page of the Orange County Registry, to which plat reference is hereby made for a more particular description of the said "Easement Area C", which easement shall be for the purposes of access to and for parking on the said "Easement Area C" while participating in activities on the soccer complex and related amenities to be operated on the parcel owned by the Grantee. EASEMENT AREA D: An Access Easement over and across that area shown as "Easement Area D" on the Plat recorded in Plat Book Page of the Orange County Registry, to which plat reference is hereby made for a more particular description of the said "Easement Area D" which easement shall be for the purposes of ingress, egress and regress to the soccer complex and related amenities to be operated on the parcel owned by the Grantee. PROVIDED, HOWEVER, the easements granted herein shall be and remain subject to Joint Use Agreement governing the times and frequency of the use of joint facilities and the easements described herein by and between the Grantor and the Grantee as the said Joint Use Agreement may be amended from time to time. TO HAVE AND TO HOLD, said right and easement to the said Grantee, their successors and assigns in title forever, it being agreed the easement hereby granted is appurtenant to and runs with the lands owned by the Grantee as herein above described. IN WITNESS WHEREOF, the Orange County Board of Education has caused this instrument to be signed in its corporate name by its Chairperson, her signature attested by its secretary and its corporate seal affixed hereto all the day and year first above written. THE ORANGE COUNTY BOARD OF EDUCATION, By: ATTEST: SECRETARY (CORPORATE SEAL) (SEAL) ***************************************************************** STATE OF NORTH CAROLINA COUNTY OF I~ Notary Public of the County and State aforesaid, certify that Shirley W. Carraway personally came before me this day and acknowledged that she Secretary of THE ORANGE COUNTY BOARD OF EDUCATION, a North Carolina Corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by Libbie M. Hough, its Chairperson, sealed with its corporate seal and attested by her as its Secretary. Witness my hand and notarial seal, this the day of 2004. CHAIRPERSON NOTARY PUBLIC My commission expires: